8-K
Sensata Technologies Holding plc (ST)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 29, 2025
__________________________________________
SENSATA TECHNOLOGIES HOLDING PLC
(Exact name of Registrant as specified in its charter)
__________________________________________
| England and Wales | 001-34652 | 98-1386780 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (IRS Employer<br>Identification No.) |
529 Pleasant Street
Attleboro, Massachusetts 02703, United States
(Address of Principal executive offices, including Zip Code)
+1(508) 236 3800
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
__________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- || ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | | --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered |
|---|---|---|
| Ordinary Shares - nominal value €0.01 per share | ST | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
| Item 2.02 | Results of Operations and Financial Condition. |
|---|
On July 29, 2025, Sensata Technologies Holding plc (the "Company") issued a press release announcing its financial results for the second quarter ended June 30, 2025. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The Company will conduct a conference call on July 29, 2025 at 5:00 PM eastern time to discuss its second quarter 2025 financial results and its outlook for the third quarter of 2025. The dial in numbers for the call are 1-844-784-1726 or 1-412-380-7411. Callers should reference the "Sensata Technologies Q2 2025 Financial Results Conference Call." A live webcast of the conference call will also be available on the investor relations page of the Company’s website at http://investors.sensata.com. Additional information relating to the Company's financial results will be contained in a presentation that will be referenced during the webcast, and that is being made available on the investor relations page of the Company’s website. Additionally, a replay of the call will be available until August 5, 2025. To access the replay, dial 1-877-344-7529 or 1-412-317-0088 and enter confirmation code: 6677952.
The information contained in, or incorporated into, this Current Report on Form 8-K is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in any such filing.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Julyq225pressrelease.htm29, 2025 press release entitled "Sensata Technologies ReportsSecondQuarter 2025 Financial Results" (furnished pursuant to Item 2.02) |
| 104 | Cover Page Interactive Data File (embedded within inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SENSATA TECHNOLOGIES HOLDING PLC | ||
|---|---|---|
| /s/ Richard Siedel | ||
| Date: | July 29, 2025 | Name: Richard Siedel |
| Title: Vice President and Chief Accounting Officer |
3
Document
SENSATA TECHNOLOGIES REPORTS SECOND QUARTER 2025 FINANCIAL RESULTS
Swindon, United Kingdom – July 29, 2025 - Sensata Technologies (NYSE: ST) today announced financial results for its second quarter ended June 30, 2025.
“Our back-to-basics approach continues to deliver. We are building resiliency in our business and we are pleased to report a strong second quarter where we exceeded our revenue and earnings commitments and significantly improved our free cash flow," said Stephan von Schuckmann, Chief Executive Officer of Sensata.
Operating Results - Second Quarter
Operating results for the second quarter of 2025 compared to the second quarter of 2024 are summarized below. These results include non-GAAP financial measures, each of which is defined and reconciled to the most directly comparable GAAP measure later in this press release.
Revenue:
•Revenue was $943.4 million, a decrease of $92.2 million, or 8.9%, compared to $1,035.5 million in the second quarter of 2024, due primarily to previously disclosed divestitures and product lifecycle management actions.
Operating income:
•Operating income was $138.1 million, or 14.6% of revenue, an increase of $8.1 million, or 6.2%, compared to operating income of $129.9 million, or 12.5% of revenue, in the second quarter of 2024.
•Adjusted operating income was $179.1 million, or 19.0% of revenue, a decrease of $17.6 million, or 8.9%, compared to adjusted operating income of $196.7 million, or 19.0% of revenue, in the second quarter of 2024.
Earnings per share:
•Earnings per share was $0.41, a decrease of $0.06, or 12.8%, compared to earnings per share of $0.47 in the second quarter of 2024.
•Adjusted earnings per share was $0.87, a decrease of $0.05, or 5.4%, compared to adjusted earnings per share of $0.92 in the second quarter of 2024 due primarily to previously disclosed divestitures and product lifecycle management actions.
Sensata generated free cash flow of $115.5 million in the second quarter of 2025, and ended the quarter with $661.8 million of cash on hand.
During the second quarter of 2025, Sensata returned approximately $37.7 million to shareholders, including $20.1 million of share repurchases and $17.6 million in quarterly dividends of $0.12 per share paid on May 28, 2025.
Operating Results - Six Months
Operating results for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 are summarized below. These results include non-GAAP financial measures, each of which is defined and reconciled to the most directly comparable GAAP measure later in this press release.
Revenue:
•Revenue was $1,854.6 million, a decrease of $187.6 million, or 9.2%, compared to $2,042.2 million in the six months ended June 30, 2024, due primarily to previously disclosed divestitures and product lifecycle management actions.
Operating income:
•Operating income was $260.3 million, or 14.0% of revenue, a decrease of $14.5 million, or 5.3%, compared to operating income of $274.7 million, or 13.5% of revenue, in the six months ended June 30, 2024.
•Adjusted operating income was $345.6 million, or 18.6% of revenue, a decrease of $39.6 million, or 10.3%, compared to adjusted operating income of $385.2 million, or 18.9% of revenue, in the six months ended June 30, 2024.
Earnings per share:
•Earnings per share was $0.88, a decrease of $0.10, or 10.2%, compared to earnings per share of $0.98 in the six months ended June 30, 2024.
•Adjusted earnings per share was $1.65, a decrease of $0.16, or 8.8%, compared to adjusted earnings per share of $1.81 in the six months ended June 30, 2024.
Sensata generated free cash flow of $202.1 million in the six months ended June 30, 2025.
During the first six months of 2025, Sensata returned approximately $156.1 million to shareholders including $35.5 million through its quarterly dividend, and $120.6 million of repurchased shares.
Guidance
For the third quarter of 2025, Sensata expects revenue of $900 to $930 million, inclusive of recovery of tariff costs, and adjusted EPS of $0.81 to $0.87.
| Q3-2025 Guidance | |||
|---|---|---|---|
| $ in millions, except EPS | Q3-25 Guidance | Q2-25 | Q/Q Change |
| Revenue | $900 - $930 | $943.4 | (5%) - (1%) |
| Adjusted Operating Income | $171 - $179 | $179.1 | (5%) - 0% |
| Adj. Operating Margin | 19.0% - 19.2% | 19.0% | 0 bps - 20 bps |
| Adjusted Net Income | $119 - $127 | $127.3 | (7%) - 0% |
| Adjusted EPS | $0.81 - $0.87 | $0.87 | (7%) - 0% |
•Revenue includes approximately $15 million related to expected tariff recovery from customers.
•Adjusted Operating Income, Adjusted Net Income, and Adjusted EPS are not expected to be impacted by tariffs, as $15 million of expected tariff revenue would be offset by $15 million in expected related tariff expense.
•Adjusted Operating Margin, excluding the dilutive impact of tariff revenue and related expense, is expected to be in the range of 19.3% - 19.5%.
•Tariff expectations included in guidance reflect trade policies in effect as of July 28, 2025.
Conference Call and Webcast
Sensata will conduct a conference call today at 5:00 p.m. Eastern Time to discuss its second quarter 2025 financial results and its outlook for the third quarter of 2025. The dial-in numbers for the call are 1-844-784-1726 or 1-412-380-7411. Callers should reference the "Sensata Technologies Q2 2025 Financial Results Conference Call." A live webcast of the conference call will also be available on the investor relations page of Sensata’s website at http://investors.sensata.com. Additionally, a replay of the call will be available until August 5, 2025. To access the replay, dial 1-877-344-7529 or 1-412-317-0088 and enter confirmation code: 6677952.
About Sensata Technologies
Sensata Technologies is a global industrial technology company striving to create a safer, cleaner, more efficient and electrified world. Through its broad portfolio of mission-critical sensors, electrical protection components and sensor-rich solutions, Sensata helps its customers address increasingly complex engineering and operating performance requirements. With more than 18,000 employees and global operations in 14 countries, Sensata serves customers in the automotive, heavy vehicle & off-road, industrial, and aerospace markets. Learn more at www.sensata.com and follow Sensata on LinkedIn, Facebook, X and Instagram.
Non-GAAP Financial Measures
We supplement the reporting of our financial information determined in accordance with U.S. generally accepted accounting principles (“GAAP”) with certain non-GAAP financial measures. We use these non-GAAP financial measures internally to make operating and strategic decisions, including the preparation of our annual operating plan, evaluation of our overall business performance, and as a factor in determining compensation for certain employees. We believe presenting non-GAAP financial measures is useful for period-over-period comparisons of underlying
business trends and our ongoing business performance. We also believe presenting these non-GAAP measures provides additional transparency into how management evaluates the business.
Non-GAAP financial measures should be considered as supplemental in nature and are not meant to be considered in isolation or as a substitute for the related financial information prepared in accordance with U.S. GAAP. In addition, our non-GAAP financial measures may not be the same as, or comparable to, similar non-GAAP measures presented by other companies.
The non-GAAP financial measures referenced by Sensata in this release include: adjusted net income, adjusted earnings per share (“EPS”), adjusted operating income, adjusted operating margin, free cash flow, organic revenue growth, market outgrowth, adjusted corporate and other expenses, adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA"), net debt, and gross and net leverage ratio. We also refer to changes in certain non-GAAP measures, usually reported either as a percentage or number of basis points, between two periods. Such changes are also considered non-GAAP measures.
Adjusted net income (or loss) is defined as net income (or loss), determined in accordance with U.S. GAAP, excluding certain non-GAAP adjustments which are detailed in the accompanying reconciliation tables. Adjusted EPS is calculated by dividing adjusted net income (or loss) by the number of diluted weighted-average ordinary shares outstanding in the period. We believe that these measures are useful to investors and management in understanding our ongoing operations and in analysis of ongoing operating trends.
Adjusted operating income (or loss) is defined as operating income (or loss), determined in accordance with U.S. GAAP, excluding certain non-GAAP adjustments which are detailed in the accompanying reconciliation tables. Adjusted operating margin is calculated by dividing adjusted operating income (or loss) by net revenue. We believe that these measures are useful to investors and management in understanding our ongoing operations and in analysis of ongoing operating trends.
Free cash flow is defined as net cash provided by operating activities less additions to property, plant and equipment and capitalized software. We believe free cash flow is useful to management and investors as a measure of cash generated by business operations that will be used to repay scheduled debt maturities and can be used to, among other things, fund acquisitions, repurchase ordinary shares, or accelerate the repayment of debt obligations.
Organic revenue growth (or decline) is defined as the reported percentage change in net revenue calculated in accordance with U.S. GAAP, excluding the period-over-period impact of foreign exchange rate differences as well as the net impact of material acquisitions and divestitures and product life-cycle management for the 12-month period following the respective transaction date(s). We believe that this measure is useful to investors and management in understanding our ongoing operations and in analysis of ongoing operating trends.
Adjusted EBITDA is defined as net income (or loss), determined in accordance with U.S. GAAP, excluding interest expense, interest income, and provision for (or benefit from) income taxes, depreciation expense, amortization of intangible assets, and the following non-GAAP adjustments, if applicable: (1) restructuring related and other, (2) financing and other transaction costs, and (3) other, net. We believe that this measure is useful to investors and management in understanding our ongoing operations and in analysis of ongoing operating trends.
Gross leverage ratio is defined as gross debt (total debt and finance lease obligations) divided by last twelve months ("LTM") adjusted EBITDA. We believe that gross leverage ratio is a useful measure to management and investors in understanding trends in our overall financial condition.
Net debt is defined as total debt, finance lease, and other financing obligations less cash and cash equivalents. We believe net debt is a useful measure to management and investors in understanding trends in our overall financial condition.
Net leverage ratio is defined as net debt divided by LTM adjusted EBITDA. We believe that the net leverage ratio is a useful measure to management and investors in understanding trends in our overall financial condition.
In discussing trends in our performance, we may refer to certain non-GAAP financial measures or the percentage change of certain non-GAAP financial measures in one period versus another, calculated on a constant currency basis. Constant currency is determined by stating revenues and expenses at prior period foreign currency exchange rates and excludes the impact of foreign currency exchange rates on all hedges and, as applicable, net monetary assets. We believe these measures are useful to investors and management in understanding our ongoing operations and in analysis of ongoing operating trends.
Safe Harbor Statement
This earnings release includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by terminology such as "may," "will," "could," "should," "expect," "anticipate," "believe," "estimate," "predict," "project," "forecast," "continue," "intend," "plan," "potential," "opportunity," "guidance," and similar terms or phrases. Forward-looking statements involve, among other things, expectations, projections, and assumptions about future financial and operating results, objectives, business and market outlook, megatrends, priorities, growth, shareholder value, capital expenditures, cash flows, demand for products and services, share repurchases, and Sensata’s strategic initiatives, including those relating to acquisitions and dispositions and the impact of such transactions on our strategic and operational plans and financial results. These statements are subject to risks, uncertainties, and other important factors relating to our operations and business environment, and we can give no assurances that these forward-looking statements will prove to be correct.
A wide variety of potential risks, uncertainties, and other factors could materially affect our ability to achieve the results either expressed or implied by these forward-looking statements, including, but not limited to, risks related to instability and changes in the global markets, supplier interruption or non-performance, changes in trade-related tariffs and risks with uncertain trade environments, the acquisition or disposition of businesses, adverse conditions or competition in the industries upon which we are dependent, intellectual property, product liability, warranty, and recall claims, public health crisis, market acceptance of new product introductions and product innovations, labor disruptions or increased labor costs, changes in existing environmental or safety laws, regulations, and programs, and the impact of our recently reported cybersecurity incident or other incidents that may occur in the future.
Investors and others should carefully consider the foregoing factors and other uncertainties, risks, and potential events including, but not limited to, those described in Item 1A: Risk Factors in our most recent Annual Report on Form 10-K and as may be updated from time to time in Item 1A: Risk Factors in our Quarterly Reports on Form 10-Q or other subsequent filings with the United States Securities and Exchange Commission. All such forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update these statements other than as required by law.
| SENSATA TECHNOLOGIES HOLDING PLC | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Condensed Consolidated Statements of Operations | ||||||||||
| (In thousands, except per share amounts) | ||||||||||
| (Unaudited) | For the three months ended June 30, | For the six months ended June 30, | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||
| 2025 | 2024 | 2025 | 2024 | |||||||
| Net revenue | $ | 943,384 | $ | 1,035,535 | $ | 1,854,639 | $ | 2,042,244 | ||
| Operating costs and expenses: | ||||||||||
| Cost of revenue | 657,104 | 724,414 | 1,295,771 | 1,413,674 | ||||||
| Research and development | 32,589 | 45,325 | 69,398 | 90,639 | ||||||
| Selling, general and administrative | 87,833 | 93,273 | 173,859 | 181,319 | ||||||
| Amortization of intangible assets | 21,184 | 39,085 | 41,761 | 77,600 | ||||||
| Restructuring and other charges, net | 6,612 | 3,491 | 13,592 | 4,273 | ||||||
| Total operating costs and expenses | 805,322 | 905,588 | 1,594,381 | 1,767,505 | ||||||
| Operating income | 138,062 | 129,947 | 260,258 | 274,739 | ||||||
| Interest expense | (37,679) | (40,863) | (75,652) | (79,258) | ||||||
| Interest income | 4,467 | 5,802 | 8,757 | 9,540 | ||||||
| Other, net | 930 | 4,097 | 3,058 | (7,447) | ||||||
| Income before taxes | 105,780 | 98,983 | 196,421 | 197,574 | ||||||
| Provision for income taxes | 45,112 | 27,280 | 65,834 | 49,850 | ||||||
| Net income | $ | 60,668 | $ | 71,703 | $ | 130,587 | $ | 147,724 | ||
| Net income per share: | ||||||||||
| Basic | $ | 0.41 | $ | 0.48 | $ | 0.89 | $ | 0.98 | ||
| Diluted | $ | 0.41 | $ | 0.47 | $ | 0.88 | $ | 0.98 | ||
| Weighted-average ordinary shares outstanding: | ||||||||||
| Basic | 146,209 | 150,845 | 147,354 | 150,663 | ||||||
| Diluted | 146,509 | 151,129 | 147,663 | 151,025 | ||||||
| SENSATA TECHNOLOGIES HOLDING PLC | ||||||||||
| --- | ||||||||||
| Condensed Consolidated Balance Sheets | ||||||||||
| (In thousands) | ||||||||||
| (Unaudited) | June 30,<br>2025 | December 31, 2024 | ||||||||
| --- | --- | --- | --- | --- | ||||||
| Assets | ||||||||||
| Current assets: | ||||||||||
| Cash and cash equivalents | $ | 661,777 | $ | 593,670 | ||||||
| Accounts receivable, net of allowances | 785,192 | 660,180 | ||||||||
| Inventories | 636,021 | 614,455 | ||||||||
| Prepaid expenses and other current assets | 157,030 | 158,934 | ||||||||
| Total current assets | 2,240,020 | 2,027,239 | ||||||||
| Property, plant and equipment, net | 806,003 | 821,653 | ||||||||
| Goodwill | 3,383,845 | 3,383,800 | ||||||||
| Other intangible assets, net | 453,582 | 492,878 | ||||||||
| Deferred income tax assets | 279,301 | 288,189 | ||||||||
| Other assets | 107,321 | 129,505 | ||||||||
| Total assets | $ | 7,270,072 | $ | 7,143,264 | ||||||
| Liabilities and shareholders' equity | ||||||||||
| Current liabilities: | ||||||||||
| Current portion of long-term debt and finance lease obligations | $ | 2,156 | $ | 2,414 | ||||||
| Accounts payable | 469,863 | 362,186 | ||||||||
| Income taxes payable | 41,246 | 29,417 | ||||||||
| Accrued expenses and other current liabilities | 313,847 | 317,341 | ||||||||
| Total current liabilities | 827,112 | 711,358 | ||||||||
| Deferred income tax liabilities | 241,090 | 235,689 | ||||||||
| Pension and other post-retirement benefit obligations | 31,298 | 27,910 | ||||||||
| Finance lease obligations, less current portion | 19,968 | 20,984 | ||||||||
| Long-term debt, net | 3,178,457 | 3,176,098 | ||||||||
| Other long-term liabilities | 91,936 | 80,782 | ||||||||
| Total liabilities | 4,389,861 | 4,252,821 | ||||||||
| Total shareholders' equity | 2,880,211 | 2,890,443 | ||||||||
| Total liabilities and shareholders' equity | $ | 7,270,072 | $ | 7,143,264 | ||||||
| SENSATA TECHNOLOGIES HOLDING PLC | ||||||||||
| --- | ||||||||||
| Condensed Consolidated Statements of Cash Flows | ||||||||||
| (In thousands) | ||||||||||
| (Unaudited) | For the six months ended June 30, | |||||||||
| --- | --- | --- | --- | --- | ||||||
| 2025 | 2024 | |||||||||
| Cash flows from operating activities: | ||||||||||
| Net income | $ | 130,587 | $ | 147,724 | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||
| Depreciation | 74,300 | 67,016 | ||||||||
| Amortization of debt issuance costs | 2,359 | 3,193 | ||||||||
| Loss on sale of business | 3,916 | — | ||||||||
| Share-based compensation | 11,367 | 11,944 | ||||||||
| Amortization of intangible assets | 41,761 | 77,600 | ||||||||
| Deferred income taxes | 17,267 | 6,056 | ||||||||
| Loss on equity investments, net | — | 14,306 | ||||||||
| Other non-cash loss/(gain), net | 15,819 | (9,862) | ||||||||
| Changes in operating assets and liabilities, net of effects of divestitures | (37,273) | (68,034) | ||||||||
| Net cash provided by operating activities | 260,103 | 249,943 | ||||||||
| Cash flows from investing activities: | ||||||||||
| Additions to property, plant and equipment and capitalized software | (57,960) | (87,188) | ||||||||
| Proceeds from the sale of business, net of cash sold | 25,635 | — | ||||||||
| Other | (1,281) | 1,994 | ||||||||
| Net cash used in investing activities | (33,606) | (85,194) | ||||||||
| Cash flows from financing activities: | ||||||||||
| Proceeds from exercise of stock options and issuance of ordinary shares | — | 4,605 | ||||||||
| Payment of employee restricted stock tax withholdings | (3,512) | (6,980) | ||||||||
| Proceeds from borrowings on debt | — | 500,000 | ||||||||
| Payments on debt | (1,208) | (566) | ||||||||
| Dividends paid | (35,456) | (36,148) | ||||||||
| Payments to repurchase ordinary shares | (120,600) | (10,052) | ||||||||
| Purchase of noncontrolling interest in joint venture | — | (79,393) | ||||||||
| Payments of debt financing costs | — | (6,376) | ||||||||
| Net cash (used in)/provided by financing activities | (160,776) | 365,090 | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | 2,386 | (4,891) | ||||||||
| Net change in cash and cash equivalents | 68,107 | 524,948 | ||||||||
| Cash and cash equivalents, beginning of year | 593,670 | 508,104 | ||||||||
| Cash and cash equivalents, end of period | $ | 661,777 | $ | 1,033,052 |
Segment Performance (Unaudited)
| For the three months ended June 30, | For the six months ended June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| $ in 000s | 2025 | 2024 | 2025 | 2024 | ||||
| Performance Sensing | ||||||||
| Revenue | $ | 652,225 | $ | 723,921 | $ | 1,302,641 | $ | 1,437,239 |
| Operating income | $ | 146,876 | $ | 161,408 | $ | 289,752 | $ | 330,376 |
| % of Performance Sensing revenue | 22.5% | 22.3% | 22.2% | 23.0% | ||||
| Sensing Solutions | ||||||||
| Revenue | $ | 291,159 | $ | 268,071 | $ | 551,998 | $ | 525,910 |
| Operating income | $ | 88,036 | $ | 79,675 | $ | 164,102 | $ | 151,969 |
| % of Sensing Solutions revenue | 30.2% | 29.7% | 29.7% | 28.9% | ||||
| Other | ||||||||
| Revenue | $ | — | $ | 43,543 | $ | — | $ | 79,095 |
| Operating income | $ | — | $ | 9,204 | $ | — | $ | 15,985 |
| % of Other revenue | 0.0% | 21.1% | 0.0% | 20.2% |
Revenue by Business, Geography, and End Market (Unaudited)
| (percent of total revenue) | For the three months ended June 30, | For the six months ended June 30, | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||
| Performance Sensing | 69.1 | % | 69.9 | % | 70.2 | % | 70.4 | % | ||||||||||
| Sensing Solutions | 30.9 | % | 25.9 | % | 29.8 | % | 25.8 | % | ||||||||||
| Other | — | % | 4.2 | % | — | % | 3.8 | % | ||||||||||
| Total | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | (percent of total revenue) | For the three months ended June 30, | For the six months ended June 30, | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||
| Americas | 40.3 | % | 44.3 | % | 40.6 | % | 43.5 | % | ||||||||||
| Europe | 28.1 | % | 26.8 | % | 27.9 | % | 27.5 | % | ||||||||||
| Asia/Rest of World | 31.6 | % | 28.9 | % | 31.5 | % | 29.0 | % | ||||||||||
| Total | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | (percent of total revenue) | For the three months ended June 30, | For the six months ended June 30, | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||
| Automotive | 55.9 | % | 55.6 | % | 57.1 | % | 55.8 | % | ||||||||||
| Heavy vehicle and off-road | 17.3 | % | 18.2 | % | 17.2 | % | 18.5 | % | ||||||||||
| Industrial | 17.2 | % | 13.6 | % | 16.2 | % | 13.5 | % | ||||||||||
| HVAC (1) | 4.6 | % | 4.0 | % | 4.4 | % | 3.9 | % | ||||||||||
| Aerospace | 5.0 | % | 4.4 | % | 5.1 | % | 4.5 | % | ||||||||||
| All other | — | % | 4.2 | % | — | % | 3.8 | % | ||||||||||
| Total | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % |
(1) Heating, ventilation and air conditioning.
GAAP to Non-GAAP Reconciliations
The following unaudited tables provide a reconciliation of the difference between each of the non-GAAP financial measures referenced herein and the most directly comparable U.S. GAAP financial measure. Amounts presented in these tables may not appear to recalculate due to the effect of rounding.
Operating income and margin, income tax, net income, and earnings per share
| ($ in thousands, except per share amounts) | For the three months ended June 30, 2025 | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Operating Income | Operating Margin | Income Taxes | Net Income | Diluted EPS | ||||||||||||||||||
| Reported (GAAP) | $ | 138,062 | 14.6 | % | $ | 45,112 | $ | 60,668 | $ | 0.41 | ||||||||||||
| Non-GAAP adjustments: | ||||||||||||||||||||||
| Restructuring related and other | 16,253 | 1.7 | % | (627) | 15,626 | 0.11 | ||||||||||||||||
| Financing and other transaction costs | 3,574 | 0.4 | % | 63 | 3,637 | 0.02 | ||||||||||||||||
| Amortization of intangible assets | 21,184 | 2.2 | % | — | 21,184 | 0.14 | ||||||||||||||||
| Amortization of debt issuance costs | — | — | % | — | 1,179 | 0.01 | ||||||||||||||||
| Other, net | — | — | % | (69) | (999) | (0.01) | ||||||||||||||||
| Deferred taxes and other tax related | — | — | % | 26,025 | 26,025 | 0.18 | ||||||||||||||||
| Total adjustments | 41,011 | 4.3 | % | 25,392 | 66,652 | 0.45 | ||||||||||||||||
| Adjusted (non-GAAP) | $ | 179,073 | 19.0 | % | $ | 19,720 | $ | 127,320 | $ | 0.87 | ||||||||||||
| ($ in thousands, except per share amounts) | For the three months ended June 30, 2024 | |||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||||
| Operating Income | Operating Margin | Income Tax | Net Income | Diluted EPS | ||||||||||||||||||
| Reported (GAAP) | $ | 129,947 | 12.5 | % | $ | 27,280 | $ | 71,703 | $ | 0.47 | ||||||||||||
| Non-GAAP adjustments: | ||||||||||||||||||||||
| Restructuring related and other | 26,702 | 2.6 | % | (788) | 25,914 | 0.17 | ||||||||||||||||
| Financing and other transaction costs | 2,715 | 0.3 | % | (971) | 1,744 | 0.01 | ||||||||||||||||
| Amortization of intangible assets | 37,308 | 3.6 | % | — | 37,308 | 0.25 | ||||||||||||||||
| Amortization of debt issuance costs | — | — | % | — | 1,631 | 0.01 | ||||||||||||||||
| Other, net | — | — | % | 924 | (3,173) | (0.02) | ||||||||||||||||
| Deferred taxes and other tax related | — | — | % | 4,160 | 4,160 | 0.03 | ||||||||||||||||
| Total adjustments | 66,725 | 6.4 | % | 3,325 | 67,584 | 0.45 | ||||||||||||||||
| Adjusted (non-GAAP) | $ | 196,672 | 19.0 | % | $ | 23,955 | $ | 139,287 | $ | 0.92 | ||||||||||||
| ($ in thousands, except per share amounts) | For the six months ended June 30, 2025 | |||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||||
| Operating Income | Operating Margin | Income Tax | Net Income | Diluted EPS | ||||||||||||||||||
| Reported (GAAP) | $ | 260,258 | 14.0 | % | $ | 65,834 | $ | 130,587 | $ | 0.88 | ||||||||||||
| Non-GAAP adjustments: | ||||||||||||||||||||||
| Restructuring related and other | 34,569 | 1.9 | % | 946 | 35,515 | 0.24 | ||||||||||||||||
| Financing and other transaction costs | 9,016 | 0.5 | % | 63 | 9,079 | 0.06 | ||||||||||||||||
| Amortization of intangible assets | 41,761 | 2.3 | % | — | 41,761 | 0.28 | ||||||||||||||||
| Amortization of debt issuance costs | — | — | % | — | 2,359 | 0.02 | ||||||||||||||||
| Other, net | — | — | % | (558) | (3,616) | (0.02) | ||||||||||||||||
| Deferred taxes and other tax related | — | — | % | 28,259 | 28,259 | 0.19 | ||||||||||||||||
| Total adjustments | 85,346 | 4.6 | % | 28,710 | 113,357 | 0.77 | ||||||||||||||||
| Adjusted (non-GAAP) | $ | 345,604 | 18.6 | % | $ | 37,124 | $ | 243,944 | $ | 1.65 | ($ in thousands, except per share amounts) | For the six months ended June 30, 2024 | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||||
| Operating Income | Operating Margin | Income Tax | Net Income | Diluted EPS | ||||||||||||||||||
| Reported (GAAP) | $ | 274,739 | 13.5 | % | $ | 49,850 | $ | 147,724 | $ | 0.98 | ||||||||||||
| Non-GAAP adjustments: | ||||||||||||||||||||||
| Restructuring related and other | 28,721 | 1.4 | % | (1,209) | 27,512 | 0.18 | ||||||||||||||||
| Financing and other transaction costs | 7,317 | 0.4 | % | (1,177) | 6,140 | 0.04 | ||||||||||||||||
| Amortization of intangible assets | 74,435 | 3.6 | % | — | 74,435 | 0.49 | ||||||||||||||||
| Amortization of debt issuance costs | — | — | % | — | 3,193 | 0.02 | ||||||||||||||||
| Other, net | — | — | % | 1,368 | 8,815 | 0.06 | ||||||||||||||||
| Deferred taxes and other tax related | — | — | % | 5,446 | 5,446 | 0.04 | ||||||||||||||||
| Total adjustments | 110,473 | 5.4 | % | 4,428 | 125,541 | 0.83 | ||||||||||||||||
| Adjusted (non-GAAP) | $ | 385,212 | 18.9 | % | $ | 45,422 | $ | 273,265 | $ | 1.81 |
Non-GAAP adjustments by location in statements of operations
| (in thousands) | For the three months ended June 30, | For the six months ended June 30, | ||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Cost of revenue | $ | 5,947 | $ | 14,820 | $ | 11,571 | $ | 15,974 |
| Selling, general and administrative | 7,268 | 11,106 | 18,422 | 15,791 | ||||
| Amortization of intangible assets | 21,184 | 37,308 | 41,761 | 74,435 | ||||
| Restructuring and other charges, net | 6,612 | 3,491 | 13,592 | 4,273 | ||||
| Operating income adjustments | 41,011 | 66,725 | 85,346 | 110,473 | ||||
| Interest expense, net | 1,179 | 1,631 | 2,359 | 3,193 | ||||
| Other, net | (930) | (4,097) | (3,058) | 7,447 | ||||
| Provision for income taxes | 25,392 | 3,325 | 28,710 | 4,428 | ||||
| Net income adjustments | $ | 66,652 | $ | 67,584 | $ | 113,357 | $ | 125,541 |
Free cash flow
| For the three months ended June 30, | For the six months ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | 2025 | 2024 | % △ | 2025 | 2024 | % △ | ||||||
| Net cash provided by operating activities | $ | 140,904 | $ | 143,456 | (1.8 | %) | $ | 260,103 | $ | 249,943 | 4.1 | % |
| Additions to property, plant and equipment and capitalized software | (25,385) | (45,058) | 43.7 | % | (57,960) | (87,188) | 33.5 | % | ||||
| Free cash flow | $ | 115,519 | $ | 98,398 | 17.4 | % | $ | 202,143 | $ | 162,755 | 24.2 | % |
Adjusted corporate and other expenses
| For the three months ended June 30, | For the six months ended June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2025 | 2024 | ||||
| Corporate and other expenses (GAAP) | $ | (69,054) | $ | (77,764) | $ | (138,243) | $ | (141,718) |
| Restructuring related and other | 12,869 | 24,166 | 28,636 | 26,358 | ||||
| Financing and other transaction costs | 346 | 1,760 | 1,357 | 5,407 | ||||
| Total adjustments | 13,215 | 25,926 | 29,993 | 31,765 | ||||
| Adjusted corporate and other expenses (non-GAAP) | $ | (55,839) | $ | (51,838) | $ | (108,250) | $ | (109,953) |
Adjusted EBITDA
| For the three months ended June 30, | For the six months ended June 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | LTM | 2025 | 2024 | 2025 | 2024 | |||||
| Net income | $ | 111,340 | $ | 60,668 | $ | 71,703 | $ | 130,587 | $ | 147,724 |
| Interest expense, net | 136,790 | 33,212 | 35,061 | 66,895 | 69,718 | |||||
| (Benefit from)/provision for income taxes | (124,330) | 45,112 | 27,280 | 65,834 | 49,850 | |||||
| Depreciation expense | 174,419 | 33,338 | 33,493 | 74,300 | 67,016 | |||||
| Amortization of intangible assets | 109,905 | 21,184 | 39,085 | 41,761 | 77,600 | |||||
| EBITDA | 408,124 | 193,514 | 206,622 | 379,377 | 411,908 | |||||
| Non-GAAP Adjustments | ||||||||||
| Restructuring related and other | 285,881 | 15,965 | 26,702 | 26,993 | 28,721 | |||||
| Financing and other transaction costs | 135,269 | 3,574 | 2,462 | 9,016 | 6,813 | |||||
| Other, net | 10,995 | (930) | (4,097) | (3,058) | 7,447 | |||||
| Adjusted EBITDA | $ | 840,269 | $ | 212,123 | $ | 231,689 | $ | 412,328 | $ | 454,889 |
Gross and net debt and leverage
| As of | ||||
|---|---|---|---|---|
| ($ in thousands) | June 30,<br>2025 | December 31, 2024 | ||
| Current portion of long-term debt and finance lease obligations | $ | 2,156 | $ | 2,414 |
| Finance lease obligations, less current portion | 19,968 | 20,984 | ||
| Long-term debt, net | 3,178,457 | 3,176,098 | ||
| Total debt and finance lease obligations | 3,200,581 | 3,199,496 | ||
| Less: debt premium, net | 880 | 997 | ||
| Less: deferred financing costs | (22,423) | (24,899) | ||
| Total gross indebtedness | 3,222,124 | 3,223,398 | ||
| Adjusted EBITDA (LTM) | $ | 840,269 | $ | 882,830 |
| Gross leverage ratio | 3.8 | 3.7 | ||
| Total gross indebtedness | 3,222,124 | 3,223,398 | ||
| Less: cash and cash equivalents | 661,777 | 593,670 | ||
| Net debt | $ | 2,560,347 | $ | 2,629,728 |
| Adjusted EBITDA (LTM) | $ | 840,269 | $ | 882,830 |
| Net leverage ratio | 3.0 | 3.0 |
Guidance
| For the three months ending September 30, 2025 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions, except per share amounts) | Operating Income | Net Income | EPS | |||||||||
| Low | High | Low | High | Low | High | |||||||
| GAAP | $ | 138.0 | $ | 143.5 | $ | 61.8 | $ | 65.0 | $ | 0.42 | $ | 0.44 |
| Restructuring related and other | 10.5 | 11.5 | 10.0 | 11.0 | 0.07 | 0.08 | ||||||
| Financing and other transaction costs | 0.5 | 1.0 | 0.5 | 1.0 | — | 0.01 | ||||||
| Amortization of intangible assets | 22.0 | 23.0 | 22.0 | 23.0 | 0.15 | 0.16 | ||||||
| Amortization of debt issuance costs | — | — | 1.1 | 1.2 | 0.01 | 0.01 | ||||||
| Other, net | — | — | 0.6 | 0.8 | — | 0.01 | ||||||
| Deferred taxes and other tax related | — | — | 23.0 | 25.0 | 0.16 | 0.17 | ||||||
| Non-GAAP | $ | 171.0 | $ | 179.0 | $ | 119.0 | $ | 127.0 | $ | 0.81 | $ | 0.87 |
| Weighted-average diluted shares outstanding (in millions) | 146.1 | 146.1 | ||||||||||
| ### | ||||||||||||
| --- | --- | |||||||||||
| Media & Investors: | ||||||||||||
| James Entwistle | ||||||||||||
| +1(508) 954-1561 | ||||||||||||
| jentwistle@sensata.com | ||||||||||||
| investors@sensata.com |
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